Offer Document Posted

RNS Number : 5373R

Elektron PLC

24 August 2010

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

24 AUGUST 2010

FOR IMMEDIATE RELEASE

RECOMMENDED UNCONDITIONAL MANDATORY CASH OFFER

by

ELEKTRON PLC

("Elektron")

for

HARTEST HOLDINGS PLC

("Hartest")

Offer Update: Posting of Offer Document

On 30 July 2010, Elektron announced the terms of a mandatory cash offer for the entire issued and to be issued ordinary share capital of Hartest not already owned by Elektron (the "Offer") at an offer price of 90 pence in cash (the "Offer Price") for each Hartest Share (the "Announcement").

Since the Announcement, the board of Hartest has agreed to recommend the Offer at the Offer Price for the reasons set out in the letter from the Chairman of Hartest at Part 1 of the Offer Document.

Following closing of the Offer, Christopher Leigh will resign as Group Finance Director of Elektron and Geoff Spink will be appointed in his place on the same terms and conditions as contained in his existing service contract with Hartest, further details of which are set out in the Offer Document.

The Offer Document and, where appropriate, the accompanying Form of Acceptance, which set out the full details and terms of the Offer, are today being posted to the shareholders of Hartest. 

The closing date of the Offer is at 1.00 p.m. (London time) on 14 September 2010. As the Offer is unconditional, Elektron does not currently intend to extend the Offer beyond this date.

To accept the Offer in relation to Hartest Shares held in certificated form, Hartest Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document.

To accept the Offer in relation to Hartest Shares held in uncertificated form (that is, in CREST), Hartest Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document.

Elektron will make appropriate proposals to holders of Share Options and details of these proposals and Share option arrangements are set out at paragraph 4.6 of Part VI of the Offer Document.

Capitalised terms used but not defined in this Announcement shall have the meaning given to them in the Offer Document.

Copies of the Offer document can be downloaded from Elektron's website at www.elektronplc.com and from the Hartest website at www.hartest-holdings.com and will be available by no later than 12 noon on 25 August 2010.  The Offer Document is available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Elektron's solicitors, Wedlake Bell LLP, 52 Bedford Row, London WC1R 4LR while the Offer remains open for acceptances.

Enquiries:

Keith Daley	Ed Frisby/Rose Herbert
Chairman	Corporate Finance
	Simon Starr Corporate Broking
Elektron Plc	finnCap
Tel: [phone]	Tel: [phone]

The Offer Document, and, in respect of Hartest Shares held in certificated form, the Form of Acceptance contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.  Please carefully read this announcement, the Offer Document, and, in respect of Hartest Shares held in certificated form, the accompanying Form of Acceptance, in their entirety before making a decision with respect to the Offer.

Interests in relevant securities

Save as disclosed in the Offer Document, neither Elektron nor, so far as Elektron is aware, any person acting in concert (within the meaning of the Code) with Elektron, (a) is interested in, or has any rights to subscribe for, any relevant securities of Hartest, (b) has any short position (whether conditional or absolute and whether in the money or otherwise) in respect of relevant securities of Hartest, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (c) has borrowed or lent any relevant securities of Hartest (save for any borrowed shares which have been either on-lent or sold).

This Announcement is not intended to and does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and (in the case of certificated shares) the Form of Acceptance.

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Elektron in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Elektron for providing the protections afforded to clients of finnCap or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document. Neither finnCap nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this Announcement, any statement contained herein or otherwise.

Westhouse Securities Limited ("Westhouse Securities"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Hartest in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Hartest for providing the protections afforded to clients of Westhouse Securities or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document. Neither Westhouse Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Westhouse Securities in connection with this Announcement, any statement contained herein or otherwise.

The Elektron Directors accept responsibility for the information contained in this Announcement and the Offer Document, other than the information relating to Hartest's Group, the Hartest Directors and their respective related parties, and for the views and opinions as set out in the letter from the chairman of Hartest in Part I of the Offer Document for which the Hartest Directors accept responsibility as set out below. To the best of the knowledge and belief of the Elektron Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement and the Offer Document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Hartest Directors accept responsibility for the information contained in this Announcement and the Offer Document relating to Hartest's Group, the Hartest Directors and their respective related parties, and for the views and opinions as set out in the letter from the chairman of Hartest in Part I of this Announcement and the Offer Document. To the best of the knowledge and belief of the Hartest Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement and the Offer Document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Notice to overseas Hartest Shareholders

The availability of the Offer or the distribution of this Announcement to persons who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Document.

Unless otherwise determined by Elektron and subject to any dispensation required from the Panel, the Offer will not be made, directly or indirectly, and this Announcement should not be sent, in or into or from the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or any other Restricted Jurisdiction or by use of the mails of or by any other means or instrumentality (including, without limitation, telephonically or electronically), or any facilities of a national securities exchange of, any of these jurisdictions and doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of this Announcement and any other document relating to the Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or any other Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have contractual or legal obligations, or may otherwise intend, to forward this Announcement to any jurisdiction outside the United Kingdom should read the relevant provisions of the Offer Document before taking any action. Notwithstanding the foregoing, Elektron will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. 

This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of Hartest must make an Opening Position Disclosure following the commencement of the offer period. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of Hartest. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period. Relevant persons who deal in the relevant securities of Hartest prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of Hartest must make a Dealing Disclosure if the person deals in any relevant securities of Hartest. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of Hartest, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Hartest, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Hartest and Elektron and Dealing Disclosures must also be made by Hartest and Elektron and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having such an "interest" by virtue of the ownership or control of securities or by virtue of any option in respect of, or derivative referenced to, securities.

The defined terms used in this paragraph "Disclosure Requirements of the Code" are defined in the Code which can be found on the Panel's website.

Cautionary note regarding forward-looking statements

This Announcement may contain certain "forward-looking statements" which are based on the current expectations of the management of Elektron and are subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects of the Offer on Elektron's group, the expected timing and scope of the Offer, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential divestitures and other strategic options and all other statements in this Announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future.

Although the board of Elektron believes that the expectations in such forward-looking statements are reasonable, there are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to the inability to integrate Hartest successfully within Elektron's group or to realise synergies from such integration within the time periods anticipated; and changes in anticipated costs related to the acquisition of Hartest. Additional factors that could cause actual results and developments to differ materially include, among other things:

§ unanticipated changes in revenue, margins, costs, and capital expenditures;

§ issues associated with new product or service introductions;

§ foreign currency fluctuations;

§ increased raw material prices;

§ unexpected issues associated with the availability of local suppliers and skilled labour;

§ the risks associated with growth;

§ geographic factors and political and economic risks;

§ actions of competitors;

§ changes in economic or industry conditions generally or in the markets served by Hartest and Elektron;

§ the state of financial and credit markets;

§ efficiencies and capacity utilisation of facilities;

§ issues related to new facilities and expansion of existing facilities;

§ work stoppages, labour negotiations, and labour rates;

§ government approval and funding of projects;

§ the ability of customers to receive financing; and

§ the ability to complete and appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic alliances, and joint ventures.

Elektron does not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements only speak as of the date on which they are made.

Publication on websites

In accordance with Rule 19.11 of the Code, a copy of this Announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Elektron's website at www.elektronplc.com, and on Hartest's website at www.hartest-holdingsplc.com, by no later than 12 noon on 25 August 2010.

If you are in any doubt about the Offer, the contents of this Announcement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

END

 

 

ODPSEUFSLFSSESA